The Dying of the Light
by sexdrugsrocknroll-and-books
Summary: Doctor/OC A grieving Time Lady escapes the Time War and eventually joins the Doctor's adventures. Slowly she helps to heal him. But can he heal her in return?
1. Chapter 1

_**"**Do not go gentle into that good night,_  
><em>Old age should burn and rave at close of day;<em>  
><em>Rage, rage against the dying of the light.<em>

_Though wise men at their end know dark is right,_  
><em>Because their words had forked no lightning they<em>  
><em>Do not go gentle into that good night."<em>

**Chapter One**

Running. Always running from the monsters. She knew it wouldn't last forever but, for now, she ran. Faster than the wind that was whipping her face ruthlessly. And faster than her family, who lay dead in the forest, blank and cold.

The cut on her arm bled, thick red streaks of liquid, but she didn't have time to wrap it. Her hand came up, wiping the sweat from her dirtied forehead, pushing the hair from her eyes and allowing it to slick back, held only by the grease in it.

Air was uncontrollably hurled from her gasping mouth, unapologetic and hard. She attempted to take in deep, thick breaths and forced them into her lungs. It hurt but they were necessary; she knew that.

Regardless, she pushed the burning muscles in her limbs onward, all the while pleading with her mind to keep her energy levels high enough to continue. Run or die.

She could hear them, behind her.

She was almost there.

Yes.

No. Was that her own mind taunting her? She no longer cared. Her pace had slowed to a manic forward motion and she could feel her blood thudding through her veins. Was this what death felt like? Realising how biologically complex we are? How vulnerable with all that blood tucked up inside with only cells to guard it from harm.

The wounded limb became a pulsing sting that was slowly numbing. She couldn't afford to heal herself now, every second of her life energy counted. It would only slow her down. She needed to find Seran's body.

Her beloved sister. Her hearts clenched tightly. No. No time to think. They were coming. But she knew they were always coming. They always would be coming.

She unlocked a distant memory burned in her brain; the first sight of them, stood tall, clinical and evil. Evil in its purest form, encased in metal protection. A coward hidden in a dark shell.

"Female detected! She will be exterminated! Exterminate!"

Through hazy night-vision she could make out the sharp flashes burning into the trees all around her as she dodged, terrified.

Suddenly in front of her, she noticed a purple whirl appearing in the air. Was that?

No. It couldn't be. She was hallucinating.

Nonetheless, she ran towards the light, listening to the horrible screech of lasers as they struck the air with deadly aim.

"The female is escaping to the Time Vortex!"

She stumbled at the mechanical shout. It was _real_ then?

She ran faster, her muscles aching, protesting. She had to keep going. She had to live.

For Seran.

Because she knew. She knew that Seran was dead and that her family was gone. A voice that sounded like her sister's sweet melodic one whispered to her.

_Live for us. _

And so, she made her decision. The purple light was directly in front of her. She would die in this forest otherwise. She knew she would.

Seran wanted her to live.

Freya closed her eyes – hiding them from the grand depths of the vortex – and jumped.

Time and reality fell apart around her in one whirling mass of chaos.

Time passed nonsensically, before, eventually, she hit the ground with a thud. She felt grass beneath her battered body, and as the Vortex stole the last of her life from her, she felt the regeneration begin.


	2. Chapter 2

**Chapter Two**

Thud.

The noise drummed in her skull.

Thud.

Where was she? Her mind was fogged.

Thud.

She was… something. She was… what was she?

Thud.

Her heartbeat. It was her heartbeat. Four beats, two hearts.

She was… alive. Yes, that was the word. Memories clouded her mind; flashing lights, running, the vortex.

She had jumped into it and then regenerated! Where had she landed? Freya attempted opening her eyes but she was still slightly comatose from the regeneration.

Her ears picked up odd twittering. It was harmonious, she supposed, like a whistling sound. Was she on a planet where the species whistled for communication? She supposed she could eventually learn to pick it up. In the Academy, languages weren't her strength. Nor were other cultures. She had learned the basics, her exam was challenging yet she had been capable. But actually being fluent… not so much.

Luckily, Time Lord's intelligence allowed her to be a very fast learner.

As she thought of Gallifrey, she was hit with emotion. Until then, she had remained slightly frozen in her regenerative comatose state, but as she slowly woke, she was hit with grief. It engulfed her, squeezing her heart.

Seran.

She was gone forever. Dead.

And now Freya would be alone. She allowed her senses to roam back to Gallifrey, reaching out for the planet's location to help her figure out where she was. But her senses seemed… blocked. It was as if Gallifrey was hidden from her. She breathed in to calm herself, wondering if the Vortex and subsequent regeneration had actually damaged her.

Minutes passed, the air grew cooler and Freya slowly opened her eyes.

The atmosphere held oxygen and carbon dioxide. The sky was blue with clouds. There were trees. One sun.

Where was she? A niggling at the back of her brain told her she had studied this planet.

When was she? She breathed in and thought deeply. Usually she was spot on with dates.

21st Century. That's where she was.

Cautiously, Freya sat up, glancing around. The area was rural, with trees and green grass and red and yellow flowers dotted around.

"I'm on Earth," she whispered in realisation. Two things struck her in that moment.

First: her lack of understanding of Earth culture. She knew that the species of 'humans' inhabited the planet, acting as the dominant predator. Although there were also birds, like the ones making the whistle sound, and thousands of other species on the planet. Earth was very pretty. But humans could be scary, she remembered – they hunted, they stole, they were greedy. Earth men and women. Earth babies.

"Humans," she spoke, for the first time in English. She understood the language well enough – basically fluent. Her accent always ended up a mix of Earth 'English' and Earth 'French', she remembered her professor telling her. It sounded lovely on the tongue, but she would miss speaking Gallifreyan for a while. Until she could attempt a return to her own planet to continue aiding the Time War.

She was a fighter. Not a brilliant one, but good enough to defend herself. But, after the death of her mother, Freya had returned home to care and protect for her younger sibling, Seran.

She had failed. Her duty had been to protect and she hadn't.

She had run. Like a coward.

Sniffling softly, she focused on her second discovery. Her new voice was low, gentle and quiet. Almost masculine in how deep it was. But she liked it. It suited her well. Quiet strength.

Suddenly she breathed out a golden hue of energy. She smiled softly, watching it fade away. She was quite surprised by how well her regeneration had gone. Other than the sudden loss of sense with Gallifrey. Her smile dropped.

Why was it blocked?

No. Don't think about it.

She abruptly stood, dusting off her new knees. She was thinner and taller than her previous incarnation. She could see that her blonde – oh, she had never been blonde before! – fell past her chest to the middle of her back. Already, Freya knew she'd develop the habit of running her hand through it.

The birds in the tree chirped once more before flying away, and Freya watched their path before something caught her attention.

In the distance was… a human! Her first sighting!

She was slightly scared, unsure what it would think of her. It always surprised her that they mimicked her race's appearance. Taking a deep breath she began walking towards the human. It appeared to have short hair and wore a T-shirt and trousers. Interesting.

Watching the human, she noted it was male. A human man. She assumed, anyway.

"Hey darling, can I help you or something?" He asked as she strode towards him.

Freya listened to the odd accent and giggled. Earth English was funny and stilted. All sharp lines and rigid structures. She tested out her own.

"Hey," she repeated his words, "Yes you can help me, darling."

The human man chuckled in reply. She frowned, what was wrong with that? She spoke proper English, she knew she did. Despite the French accent that was unavoidable.

"Foreign, are you? Sounds French."

Freya nodded. She had studied enough to know Earth, despite a few invasions, did not acknowledge alien presence. It was quite an ignorant planet actually.

She asked, "Where am I exactly? And what is the year?"

The man eyed her oddly, scratching the back of his neck with his hand. "You're in Regent's Park," he spoke slowly, she noted, "and its 2008."

She grinned at him in thanks and watched as his skin tinged a pink colour. "Thank you, darling."

He laughed again, "Yeah, no problem," the man looked down and paused, frowning. "A-are you alright? You want me to call someone?"

Freya was confused, "Why do you ask? I do not think you would be able to communicate with my people."

The man, again, looked at her blankly with concerned eyes, "You aren't wearing shoes."

She looked down, not seeing anything that strange. On Gallifrey, footwear was optional. She opted not to wear them. They were confining and uncomfortable. She remembered that some human women actually wore shoes with stilts – how was _that_ practical?!

"I am aware, do not worry. Thank you for your concern. Good day."

With that, she walked away, giddy with her first conversation with a human. They were marvellous creatures really. Idly, she began walking, without looking where she was actually going. She needed to plan out her course of action. Build or acquire a spacecraft – preferably a TARDIS if a Time Lord's around. Get home and continue to fight in the name of Seran.

She nodded to herself. It sounded promising.

* * *

><p>Martha sighed. It had only been a fortnight since the Doctor left.<p>

She laughed humourlessly, The Year That Never Was.

Her hands still shook slightly and she hated being out in such open spaces, like here in London. It was terrifying. She hated that she was scared. The Master was dead, she knew, but it still shook her up. Not looking where she was going, she stood from the park bench, intending to head back to her mother who hated when she was away too long. Especially now.

Unfortunately, she ended up walking straight into another body, ending with the stranger falling to the ground with a quiet cry.

"Oh my god!" She cried, attempting to help the poor woman sprawled on the grass up, "I'm so sorry. I wasn't looking where I was going."

She looked up at the now standing woman and couldn't help but have a flashback to the Family of Blood. The woman's head was cocked in the same way as Son of Mine. That curious tilt, as if studying an animal at the zoo. Martha swallowed hard and took an immediate step back.

Upon noticing this, the woman snapped out of her trance before speaking quietly, and with a discrete French accent, "I am very sorry. I do not mean to frighten you."

Despite the foreign tongue and clear alien vibe the woman gave off, Martha smiled hesitantly. She could just be a shy alien, right? Might not even _be_ an alien!

Holding out her hand to shake the alien's, Martha replied as cheerily as she could, "It's quite alright. I'm Martha Jones. It's nice to meet you, despite the circumstances."

The stranger eyed the outstretched hand oddly before responding. Martha no longer doubted she was alien. The stranger brought her hand out slowly before lightly turning her own palm and slapping Martha's hand in a horizontal hi-five rather than shaking it. She then grinned triumphantly, proud that she'd performed a human action.

Martha decided to let it go, and began to slowly relax as the woman seemed harmless enough. She could see bags under her eyes and, despite the small grin, her eyes were sad.

"I am Freya. It is also nice to meet you. Martha Jones." She spoke the name with a strong, defining voice, as if this summed Martha up nicely. As she said this, Martha watched as Freya examined her own hand, turning it back and forth with a scrutinizing look; then she looked down at herself with a constant look of discovery.

She was surprised at her appearance, Martha realised. Although that realisation made little sense.

The human eyed the alien, her gaze travelling down the odd purple long-sleeved dress she wore. The dress itself looked foreign, with golden tassels hanging from the bottom of it, and flared sleeves. It was dirty and ripped on the sleeve with dried blood on the material, despite the revealed skin being smooth. The dress looked far too big for the woman's frame, but also to short as if she had suddenly had a drastic change in body shape.

Although Martha could see she was pretty, with long wavy blonde hair, sharp defining features and dark grey eyes, the human also noted the woman's tiredness. She looked ready to give up with everything. It was only emphasised by how thin she was, looking ready to be knocked over by a breeze, and her face was very angular, making her seem malnourished.

She was also barefoot, without seeming to care.

Martha decided to ask the question she had been waiting for since she'd locked eyes on the alien woman. "This might sound crazy," she began, well aware that if this woman was simply foreign as her French accent suggested, then she might try and have her put in a mental hospital, "But you don't sound as if you're from _here_."

The woman's grey eyes flickered up to her, and gave Martha an intense stare, rivalled only by the Doctor's own strong, unflinching gaze. Martha's heartbeat sped up at the emotions whirling within her eyes, the pain and loss, mixed with curiosity and intelligence. She knew, right then, that she had been correct in her deductions: this woman was, in fact, an alien.

And there was only one species she had met that "looked human".

Freya replied slowly, with a low voice, "You are right, Martha Jones."

She said no more and her gaze did not falter. Martha smiled, attempting to reassure the lost woman. "May I ask where you are from?"

The question caused the woman's face to pale, quickly. She sucked in a low breath as if the question had winded her. After a moment she answered, with a clinical detachment Martha adopted in work, "My home… Gallifrey is far from here. I'm afraid I am quite… lost. Lost and alone."

The tears swelled in her eyes, falling down her cheeks and Freya made no move to wipe them. Her face seemed calm otherwise. But her eyes gave her away, again.

Martha remembered the Doctor mentioning his planet. Gallifrey. She was sure that was what it was called. This was unbelievable! The Doctor had no idea there was another Time Lord! And now, after leaving him, one just happened upon Martha!

"Are you," Martha paused, studying her, "a Time Lord?"

Freya stiffened and stared at her, wondering how she could possibly have known that. "I am. Well, technically a Time Lady. But, yes."

Martha leaned in, disbelieving but ultimately knowing that the impossible had been proven possible to her every day since the Doctor had entered her life. "I think I can help you."

"How?" The answer was sharp and incredulous. Martha didn't really blame Freya for it. If she had just lost her entire life and then a stranger had offered her a way out, she knew she would've scoffed too.

She decided to answer matter-of-factly, knowing this would be easier for the woman to handle, "I am friends with a Time Lord: the Doctor."

The reaction was instantaneous.

"Where is your friend? Is he here? Does he know why the connection to Gallifrey is gone? I had thought it was just the regeneration taking its toll on me, but I can't _feel_ them anymore. No one!" By this point in her bombardment, the woman had gripped Martha's forearms and began spitting out her words in desperate pleas.

Martha cleared her throat. She realised that she, an ordinary human, was going to have to break the horrifying truth to the woman, that she couldn't feel them because all of them were dead.

She answered timidly, "I-I'm so sorry. I thought you knew. Gallifrey is gone."

Freya visibly became fainter and Martha quickly grabbed her arms as she swayed on her feet.

The woman spoke softly but her voice rang with misery. "Gone? H-how can it be gone?"

Martha knew, without doubt, that she couldn't tell this woman about the Doctor's role in Gallifrey's destruction. Freya, hurt and clearly grieving, would hate him. And, unfortunately, Martha could reason with that despite everything the Doctor had done for her.

She couldn't imagine losing the Earth. It was too horrific to even think of.

"I don't know how exactly. But it is gone."

The woman lowered her head into her shaking hands as she sat on the bench. Her blonde hair formed a shield from Martha's eye line but she could still make out the slight shudder of her shoulders. Freya was crying. As she cried, Martha could make out quiet mumblings, "I know Seran is gone, but my home. My home, it cannot be, it cannot be lost. First my sister and now Gallifrey…"

Martha simply sat next to her, taking hold of her hand and squeezing it.

"W-what are you doing?" Freya croaked through her tears.

Martha smiled sadly, "It's a human gesture of comfort and support."

And so, they sat together, hand-in-hand, as she cried.

Hours later, they remained in the park. Now they lay side by side on the grass, looking at the stars above their heads. Freya had copied Martha's stance, placing her arms underneath her head, cradling it.

It was peaceful with the whispering, cool breeze. Martha had a large woollen scarf on to protect her from the chill. She had offered to retrieve one from her home for the Time Lady, but was refused. The cold left goose bumps on Freya's pale arms and she felt at peace. Being cold, it was a sensation. And sensations were alive.

That was all she needed in that moment. The feeling of being connected to the universe. She felt numb, otherwise.

"Thank you, Martha Jones."

It was said quietly but sincerely, and Martha smiled gently in return. It was the first sentence she'd uttered since she'd been told of Gallifrey's fall.

Freya continued to speak softly, gazing at the beautiful sparkling orbs above; a paramount majesty, unrivalled. "You remind me of my sister, Seran. She was beautiful. Quite like yourself, I think."

The woman paid no mind to the disbelieving chuckle and the smile that widened on Martha's face. Turning hesitantly she asked a question.

"Martha Jones, may I hold your hand again, please?"

Martha looked shocked for a second, but must have remembered that Freya had just been told she was utterly alone in the world. Comfort was all Martha could offer her. She needed that. Craved it.

Martha cleared her throat, "Of course, Freya."

Without speaking, she placed her palm on the outstretched one. Freya shut her eyes, and simply felt the life energy in her body respond to the humanity she connected with, and the feeling left a magnificent warmth. She missed Seran in that moment.

She smiled in in thanks at her new friend before once again stargazing. They were so pure. Just balls of fire.

"What happened to her?"

The question was innocent enough, and Freya felt pressure on her hand as she was comforted, apologetically. It was okay, she knew, to be curious. But it was still difficult.

"That is none of your business."

It was spoken sharply, causing Martha to stiffen. She removed her hand and the warmth faded. Freya sighed, sadly. It wasn't her human friend's fault and she knew that, but the question. That question. Freya felt empty. Blank. The hearts within her were slowly becoming hollow. Another tear silently fell from her lids, soaking into her hair.

An uncomfortable silence settled upon them until Freya sighed, squaring her shoulders.

She spoke clearly, without looking at Martha once.

"We were attacked. It happened quickly; one shot from the Dalek, followed by another in quick succession. Instantly dead. Seran could not regenerate if shot point blank twice. It is impossible for our species. I escaped. I ran for days upon days. Time blurred. I found the Vortex and jumped in. I escaped here and regenerated from the pressure of the Vortex," she paused, remembering how alone she was. There no longer was a species. Just her.

Martha was silent for a moment, simply lying next to her, feeling the dew of the grass start to touch her clothes. It was very late, but Martha didn't want to leave. For the first time since the Master she felt peaceful. It was nice, lying on the grass with a companion. But she needed to help her new friend too.

Instead of offering sympathy, Martha decided to take the woman's mind away from grief for a moment, "What is regeneration exactly? The Doctor wasn't brilliant at explaining himself… tended to ramble, instead. I know the basics, just not how you actually… do it."

Freya smiled, and thought over the question. She often philosophised over the abilities of her species… it was a marvellous yet sad trait. To live forever, was as much a burden as a gift. Now more than ever, she thought.

"I won't bore you with the biological details, Martha Jones. But I can describe the sensation if you would like?" She waited for the acquiescing nod before continuing, "Regeneration… it… well, first I should tell you that my species are filled with energy. Some call it time energy, others regenerative energy. I like to refer to it as life energy, because, essentially, that is what it is. It brings life. When injured to the point of death, there is a mental switch we can choose to flick on to release it. If we're unconscious it's automatic, but while mentally present, we can decided whether we wish to continue on."

Freya paused, thinking over her escape from Gallifrey. After falling to Earth from the Vortex, she remembered the feeling it left her with. She remembered wondering whether or not she should just say 'No'; die with her family, her race and her home planet. But she knew, deep down, that Seran would be disappointed with her if she gave up. It wasn't a decision made lightly but just the thought of forcing death upon her body was unnatural and unappealing to her. And so, she lived. Regenerated and met Martha.

"When we, basically, say 'Yes', it's as if our life energy expands within us. It travels from our hearts, building within until it can no longer be contained and it escapes to float over our bodies, mending us, healing us and reshaping us into a new life. A new body and personality, with just a little less energy within it. Not to say we become tired as we regenerate. But we have less lives afterwards," she paused, confused by Martha's chuckle 'like a cat, then?', before she nodded, wondered what a cat was, and continued, "The feeling is wonderful and indescribable. We feel what life is. The taste of it, the sound of it, the very being of it becomes palpable to us. And then slowly, it returns to our new hearts, and we sleep."

Martha was looking at her in awe. She could understand why, it was a magnificent thing to have. And, as she said, the feeling was unbeatable.

"It sounds beautiful," her human friend commented, wistfulness present in her tone.

Thinking of Seran, Freya closed her eyes. "It does."

But was being alone truly a life?

Freya decided to ask Martha about this 'Doctor'. She assumed he was the Time Lord she had mentioned. She wondered briefly how he could have survived before deciding she'd save that question for him if she was able to ever meet him. Where was he now?

Was it just the two of them left?

"Martha, is there any way you can contact this Doctor, you spoke of. I," she sighed, "I really would like to be with another of my kind at the moment. I need the connection."

Martha sighed before nodding, "I figured you would. Don't worry, I'll call him." Her tone was gentle and kind as she sat up taking out her mobile.

Freya stared at it.

"What is that weapon you hold Martha Jones?"

Martha looked back at her with widened eyes, shocked by the guarded confusion in Freya's eyes.

"It's a phone. A mobile phone. You know, for communication?" She slowly lowered the phone from her own hand and placed it gently before them.

Martha watched, fascinated, as the woman tried out the new word, "A phone. Interesting. I like that word."

She laughed, delighted at her newest discovery. Earth was certainly an odd planet. She reached forward, cautiously, and picked up the smooth object. It was dark with a screen on one side; a mobile phone used for communication. She glanced up to her new acquaintance, "May I ask how you can communicate with it?"

Martha smiled, taking the phone back from her, "Sure, watch. You find the number of the phone you wish to ring, press that green button, and it dials until the other person answers their own phone."

Freya grinned, "That is fantastic! What a brilliant idea!"

Smiling back at her, Martha listened as a voice answered, excitedly but confused.

"Hi Doctor. Nothing's wrong, it's just… I think you need to return to Earth now."


	3. Chapter 3

**Chapter Three**

The Doctor raced around the console, excitedly. He had no idea what Martha needed him for but he was happy to visit. He missed having a companion. Since the Titanic and Astrid, he'd roamed around aimlessly not really doing anything adventurous.

Eventually, the familiar wheeze of landing reached his ears and he dashed to the doors, grabbing his coat as he went. Popping open the doors, the TARDIS hummed at him, almost… in anticipation?

He shrugged off the odd emotion before continuing. The TARDIS had landed in a park, he realised, smiling at the smell of nature. He always preferred these parts of Earth than the urban side. It was beautiful. He spotted Martha beaming at him as he jogged over.

"Martha! So glad you called! What can I do for you?" He babbled, hugging her.

She squeezed back tightly, before reluctantly releasing him. She had a smaller smile than usual he noticed.

"Are you alright?" He answered, slightly concerned for his ex-companion. Martha grimaced causing his stomach to drop, "What is it?" his voice became deeper, more serious as he realised this wasn't just a fun visit.

Clearing her throat Martha answered, "Listen, please, don't freak out. But, I met someone today. She's lovely. But…"

He waited, but she trailed off unsure. "But, what?" He asked impatiently, that feeling bubbling inside of him; the need to know, to explore, discover.

Martha sighed, rubbing her forearms, "She's a Time Lady."

Silence. Complete silence. His eyes darkened immediately.

Rage echoed through his mind at the thought that either Martha was lying or the person was an imposter. There was simply no way. But as he closed his eyes to focus, he felt it.

A presence.

In his lonely, isolated mind, another presence warmed through, faintly.

His eyes snapped open, "Martha," he demanded, grabbing her shoulders and shaking her slightly, "where is she?"

Martha quickly pointed behind him and he twirled around, his hearts racing.

He spotted her instantly.

Sat on a park bench a few feet away, she stared back at him tearfully. He could feel the Time Lord consciousness emitting from her, remembering how wonderful it was to just _feel_ another person. She was beautiful, he realised, in a natural, grunge-y sort of way; blonde waves of hair falling messily down to her waist, pale skin, delicate features, like a fawn. Her eyes were grey and guarded.

He swallowed, nervously. This was the only surviving member of his species. She was real. Real! An actual Time Lady stood before him! His hearts soared. But, simultaneously, he panicked at the thought of being left; the Master's death flashing before his eyes.

Quickly, the Doctor approached until he stood in front of her. She slowly stood from the bench as well, a calculating look of scrutiny in her eye before suddenly she grinned at him in desperate happy relief. An arm shot forward, grabbing him until she flung herself at him, wrapping her arms around his neck and burying her head in his shoulder. She emanated relief as she cried.

In shock, he slowly brought his own hands around her thin waist – feeling her ribs jutting out, unfortunately – before hugging her back just as strongly, in disbelief, hope, happiness, and grief.

He knew, he knew she didn't realise yet what he had done, just saw him as a part of her race, a kindred spirit, but he didn't care at that moment. All he could do was hold her, feel the connection in his mind warming him from the inside out, as she mumbled, "Thank you, thank you for being real, I thought I was the last one…"

Up close he could see how ill and tired she looked; deep purple bruises clouded under her eyes, her hair was straggled and her features appeared gaunt. He knew, despite the fact she had clearly just regenerated, that everything had taken a serious toll on her. She needed to eat and sleep.

He blinked. He hadn't been that caring in a while. After a long while, she reluctantly released him and returned to sitting on the bench as he stood before her. He knew the reluctance was the same reason he felt; he didn't want to part, physical contact between Time Lords was extremely personal but also felt wonderful, like you were one part of a web of minds. Of course now there was only the two of them but he could still feel that lovely wholeness his hollow hearts hadn't felt in a long, long time.

"Hello." Her voice was deep and low. It was funny how foreign she sounded. Now that she wasn't talking into his chest, he could hear her accent fluctuated between French and English, clearly unavoidable if her nervously wrung hands were anything to go by. Oddly enough, most aliens integrating on Earth managed to have an English accent, himself included, so this was a breath of fresh air.

He grinned, blinking back tears, "Hello. I'm the Doctor."

She smiled hesitantly, "I'm Freya," sensing his frown she added, "it was a nickname from the Academy. I do not like to go by my title." The statement sounded uncomfortable and The Doctor knew it was due to how vulnerable stating her nickname aloud would make her. It was one of the reasons he had buried his name of 'Theta'… too many dark, painful memories surrounded it.

"It suits you," he replied honestly. The idea of a 'fray' really did fit her chaotic appearance, "But if you don't mind me asking, what is your title? I might have known you on…" he didn't finish his sentence.

Freya didn't seem to mind, he realised. He couldn't get over how happy he was. He was talking casually about Gallifreyan concepts, without having to explain or define anything – things were easy and flowing. He loved it. He didn't want her to leave him, as the Master had; his hearts actually seemed cold at the thought.

"My title is the Philosopher," she grinned at him suddenly, without seeming to realise she was. He liked her grin. Her new teeth were slightly crooked, and for some reason that imperfection made her seem more real to him. Like she truly was there and not a hallucination. "I've always been interested in life and death and time and the universe…. how we're able to live the way we are, see time the way we do… it's wonderfully exciting to study. I love it."

He smiled. The Philosopher. He hadn't met her before but he'd heard her name in conversation briefly; she was young but known to be intelligent in her area of study, he knew. Wise, was the word used.

Suddenly, he felt slightly nervous… was he intimidated? The Master had been his best friend on Gallifrey so he hadn't felt worried of his own standing, only pity that his friend had fallen so far. Now though, he felt like he needed to be the Doctor to its fullest potential, wanted her to look up to him as a model Time Lord, not just a vagrant, which if he was honest with himself was what he was known for.

But as he thought over this, he noticed her Gallifreyan robes and his hearts sunk at the thought of where she had been, "H-how?"

"Did I get here?" She finished as he nodded, "I… I was escaping from the Daleks. A Time Vortex appeared in front of me and I jumped into it."

The Doctor swore his hearts stopped for a second; she jumped into the Time Vortex! No Time Lord was ever supposed to do that. He kneeled in front of her, and offered one of his hands to her. She eyed it oddly before smirking, which he found strange. She gently placed her own hand in his before noting, "You seem very human, Doctor."

"I am."

She hadn't spoken angrily, if anything, she seemed impressed by his human ways.

She coughed, wiping her eyes absently with her purple sleeve, before asking lowly, "What was your Academic name?"

The Doctor, in return, cleared his throat. "Theta," his eyes quickly glanced to her own, "Theta Sigma."

Although he couldn't disclose his true name, he still felt a rush of happiness at being able to use his Gallifreyan nickname once again. He truly couldn't believe he was lucky enough to meet another Time Lady. One who for all intents and purposes, seemed quite normal and reasonably sane?

"That's a nice name," she commented, a small smile on her face.

Watching her, he could see how very fresh the Time War was for her. He could see the grief in her eyes, and although his own reflected it, he had buried that ancient weight long ago. And as the realisation came, he swore to help her as she struggled. Because he would be there for her. He couldn't leave her to face this alone, as he had. The pain had been… beyond anything he had ever felt. She would need him.

But then she asked the question he had been dreading, and it all came tumbling down around him.

"Doctor… Gallifrey, what happened?"

Her voice was pleading and desperate and he couldn't lie to her. She deserved to know, deserved to hate him and want him gone.

So he told her. As she sat in silence, watching him, he told her everything. The Time War. _No more_. The Moment. His eyes were clouded and his hands trembled; his voice broken and small.

As he, eventually, grew silent, he looked at her, expecting the anger. Instead she had closed her eyes and was frowning slightly.

The Doctor looked at his hands and clenched them into fists to stop them shaking, before discreetly wiping his eyes. A little way away, Martha – whom the two had forgotten stood with them – wiped her own eyes, sadly. She was giving them the space they needed to reconnect and now, possibly, they wouldn't. She hoped for Freya's sake, they did.

"My sister is dead. Killed by a Dalek."

The statement sounded distant and she wasn't looking at him directly. He sighed sadly, he understood why she would hate him.

"I'm sor-"

"Don't," she stated, firmly, turning to look him in the eye, "don't say you're sorry. That wasn't your fault."

The way she worded it made him wince, knowing she would blame him, surely.

She continued, softly, with a broken voice, "I have no one on that planet without her. Our race was dying and changing into something uncontrolled and… wrong," she frowned, and he knew she was thinking over how corrupt their people had become. "I understand, Doctor," she smiled sadly at the relief and hope flooding his face, "I-I hope you will accept that I cannot forgive you for it. Not yet, while this is all so fresh. But I do understand why. You had no real choice."

Martha watched on, grinning in relief as the Doctor almost fell forward, hugging Freya and resting his forehead on her bent knees, his arms wrapped around her legs. She could hear his voice hitch with emotion as he replied, "Thank you."

Freya looked startled, but her features softened and she hesitantly placed a hand to his head, stroking his hair. "It isn't a matter of thanks."

* * *

><p>"Where would you like to go? Or <em>when<em>?" The Doctor grinned at her, as she leaned on the console with a natural ease that only someone who had grown up with the machine could do. When she had first entered, the TARDIS had instantly brightened, excited to find the presence of another Time Lord in her vicinity.

Freya's face had lit up as well, with childlike wonder, as she trailed her fingers over the buttons, rambling about how she hadn't had much experience with the TARDIS' given her choice to study philosophy but had always been interested in them.

The Doctor was ecstatic. After Martha realised she would have to leave or face her mother's wrath, the Doctor had asked Freya whether she wanted to come travelling with him in the TARDIS, to which the answer was an eager 'yes, please!' He understood why she was so eager. She was grieving and alone; he was the only to relate to her, to fully understand the depths of misery she would suffer for the rest of her lives.

He also knew that, despite not forgiving him, she was an extremely understanding person. Her face, although gaunt and pale, was kind and willing to accept him – faults and all. And the Doctor would never be able to thank her for that, never be able to tell her quite how big a gift that was: her friendship. Another companion who could live as he lived, for as long as he did.

Although, the Doctor realised he hadn't asked her for her age, he knew she was young. She had regenerated at least three times given how uncaring she was to her new appearance but her eyes still held a little bit of innocence and naivety despite all they had witnessed.

Her naïve understanding of human culture was exemplified by her goodbye with Martha. The young human had ordered him to look after Freya, knowing how lost the Time Lady was and then fussed over Freya as if she were a young child, not over a hundred years old and a war survivor.

"_Be careful, alright?"_

"_I will, Martha Jones. Thank you for everything. My first human friend."_

Freya had then held out her hand as if to shake it before slapping Martha's open palm, to which the human did nothing but laugh in recognition. The Doctor had been confused but put it down to Freya's lack of knowledge when it came to human culture.

Which was why he wasn't surprised by her answer now.

"Could we, maybe, stay here on Earth for a while? Humans are such interesting people. I'd love to learn a bit more about them," she asked. He smiled, stunned, as she slipped into speaking Gallifreyan without seeming to realise. He hadn't heard the poetic language in so long. Long enough that he'd begun speaking English even to the TARDIS.

He had missed it. Deep down, he always felt like he was lying to himself by speaking other languages that weren't his own and this was just another reason he was so thankful to Freya for simply being there, standing in the TARDIS, next to him.

Hesitantly, he replied in Gallifreyan, feeling a strong sense of relief at being able to once more, "Of course! I had been looking at a bit of secretive business going on on Earth actually, before I arrived. I had just been curious, but maybe we could investigate it properly… if you're up for it?"

She sighed irritably, as if knowing what he was thinking. Which, he thought, she probably did given how concerned he looked.

"I'm fine, I regenerated and I remained comatose for a bit before waking." She smiled sadly.

He looked her over, registering her straggly hair, dirty face, ripped dress and bare feet before replying, "I won't make you sleep but at least have a shower. You must be really uncomfortable. The TARDIS can supply any clothes you'd like."

She smiled gratefully, thankful he didn't mention how ill she probably looked now, before nodding and turning to walk down the endless hallways. She heard him call directions but simply waved him off.

"If I need help, I can always ask her!" She pointed to the ceiling, making the TARDIS hum in appreciation.

* * *

><p>Freya finished her shower and sighed, rubbing her eyes. She was tired, but she didn't want to sleep. Not yet. She knew she needed to, having not slept for over a week now.<p>

But she just couldn't. There would be too many thoughts leading to too many nightmares.

Absently she brushed some condensation off the mirror before taking a moment to examine her new self. She was taller. Not as tall as the Doctor, but she had reached Martha's height, which her last body wouldn't have been able to. She was also too skinny. Her bones protruded from her skin, making her seem diseased.

Freya sighed. It was inevitable that her next body would seem a bit weaker, because she hadn't had that much energy left when she regenerated; she hadn't eaten in days, no sleep, and the war had certainly taken its toll mentally. Now, her new incarnation seemed to have been influenced by it too.

Continuing her examination she noticed how dark her eyes were, her face seemed quite delicate and breakable, but her prominent eyebrows and fierce eyes showed she wasn't easily defeated. She liked that she didn't look as helpless or vulnerable as she previously had, despite the smaller frame.

Her hair fell in clean waves of dusty blonde with a middle parting. She liked it; it was probably her most defining feminine feature. She hadn't entirely become a robot because of the war, that's what her hair would symbolise for her. It was free and natural and that's what she wanted to be. However, as she thought this, she realised she wasn't. The war had forced a coldness into her being. She was no longer the good, giving person she had been. She had darkness in her hearts.

She looked at herself, trembling slightly. "You can do this. You know you can. You'll be fine," she told her reflection, quietly but with a steel determination.

Swallowing down tears, she headed for the TARDIS wardrobe. She knew her previous look of formal Gallifreyan dresses were no longer enticing. No, she wished to look more human as that was the planet this incarnation was born on. She needed to begin attempting to move on, no matter how painful it was.

Eventually she walked out in the outfit for this incarnation.

She wore a white floating cami dress, falling to her bare knees with small brown leather boots. Over the dress she wore a tight khaki green hooded jacket; the jacket fell to her hips and the sleeves stopped at her elbows. Her hair was left free and down but she kept a bobble on her wrist, knowing how fussy she already was with it hovering around her neck. She tied black leather bracelets to her wrists, with a few colourful wooden beaded ones. Along with this, she wore a long bronze necklace with a small pendant on it, containing a photo of Seran.

She brought the pendant to her lips and held it there, closing her eyes as she kissed it and sent a small prayer to her sister.

"I can do this," she whispered, steeling herself, before walking out to find the Doctor in the console room.

He smiled when he saw her, happy that she liked human fashion. He always had liked it the best of all the cultures, he thought, glancing at his converse-clad feet. He noticed how bohemian her new look was, wondering if it was a subconscious effort to rid herself of the cold military effect the war had on their people.

"You look lovely," he spoke as she gestured to herself in question, "Ready for an adventure?"

She smiled, looking genuinely happy before skipping over, "I can't wait!"

He nodded, happily, before dancing towards the door excitedly.

"Well let's find out what's going on at Adipose Industries, then!" He threw open the doors with her bouncing on the balls of her feet excitedly next to him, watching as he grabbed his psychic paper.

"Is that psychic paper?" She asked, and looked at it closely with a small smile, "I haven't used it in years."

He smiled, taking her hand in his. "Come on."


	4. Chapter 4

**Chapter Four**

Freya rolled her eyes, attempting to get comfortable as she sat on what appeared to be a bucket. The Doctor told her about the human job known as 'janitor' – she thought it an interesting profession. Who would choose to mop the floors, of people like that awful woman upstairs?

Miss Foster had seemed so smug with herself, her painted red lips twitching every other second of the meeting that morning, as if she were laughing at an inside joke.

And now where were were the two Time Lords? After a long day of investigating the humans and interviewing the humans, she was now sitting in a cupboard with the Doctor as they waited for the building to shut for the day. They'd been sitting for over an hour now and she was unbearably bored. She didn't like being left to her thoughts… not now when her thoughts became darker with each passing second.

"So Theta," she switched between his nickname and title often during the day, and now was no exception, "what can we do to pass the time?"

The Doctor blinked at her before grinning and offering her a strange red little man made of a squishy substance, "Jelly baby?"

She nodded reluctantly, tasting it and finding it actually quite nice, although odd in texture. The Doctor grinned as she hummed in delight.

"How long have you been travelling, exactly?" She asked as she ate. She couldn't deny how curious she was to learn more about the man.

He considered the question before answering, "Well I'm over 900 years old now, so… quite a while, I'd say."

Freya's hand paused as she went to grab another Jelly Baby. "Over 900?" she whistled, "wow, you are certainly a lot older than me then."

He smiled sheepishly, rubbing his neck. "How old are you? You're eyes, they seem young."

"I'm only in my 500's Doctor." She smiled, "I'm practically an infant next to you. You must've seen so much, huh?"

He grinned. "You could say that, yeah."

And so they sat, chatting as the Doctor went over some of his adventures from the past 900 years, until finally they put the plan into action.

Running out together, hand-in-hand, Freya felt a surge of companionship that had been missing for a long time. She hadn't had many friends on Gallifrey; it was partially why she was so close with Seran. Now, she finally had another Time Lord friend. And she had to admit, it was nice being friendly with someone not related to her too.

She was pulled from her thoughts as she noticed what the Doctor actually wanted her to do.

"Doctor, I'm scared of heights." She stated, shakily standing in some sort of lift precariously attached to the side of the extremely tall building.

The Doctor chuckled in reply as he lowered it, "Well good job we're going further down, eh?"

She glared in reply, staring defiantly at the windows in front of them, rather than the cold concrete ground beneath them.

"Ahhh, here we go. Perfect," he muttered as they stopped, their heads high enough to view Miss Foster interrogating the journalist they'd noticed speaking out earlier. The Doctor had explained the basics of what a journalist was to Freya, so she could see why the profession might cause concern for a secretive company who wished to stay exactly that.

"What is she hiding?" Freya asked herself, until not a moment later, the secret was revealed in the form of a small white blob cutely smiling on the desk.

The Doctor frowned wondering what they were before Freya reminded him, "They're Adipose children. Can't you tell? It makes sense, their biology is entirely made up of fat, so Foster must be harvesting human fat to create them. Hence, why the fat's disappearing. It is literally _walking away_. I had wondered why they would name it 'Adipose Industries'. Honestly, sometimes I can be rather slow."

The Doctor nodded in understanding, quite impressed at how quickly and logically she had made her point. He still frowned though. "This is a Level Five planet though."

"I know." Freya's face was grim with understanding. They had to stop her.

As they agreed silently, the Doctor caught someone across the room looking in. Someone very ginger, very mouthy and very familiar.

"Oh my God." He stated, watching as the ginger human noticed him and repeated his words.

"What is it?" Freya asked, looking at him, before following his eye line, "Oh, is she your friend?"

The Doctor nodded, gaining the human's attention before mouthing, "Donna?!"

They watched the woman mouth at them, until the two were mouthing back and forth, which Freya found quite amusing.

_DOC-TOR!_

Wh-what?!

_Oh! My! God!_

How?!

_It's me!_

The Doctor rolled his eyes, mouthing, "Yeah, I can see that."

_This is… brilliant!_

What the _hell_ are you doing _there_?!

At this point, Freya couldn't hold in her laughter. The ginger human was hilarious in her eyes. Donna Noble then noticed the thin woman standing beside the Doctor and mouthed, _"Is that Rose? Did you finally find her?"_

Freya watched the Doctor stiffen in reply and decided to wave hesitantly to the human, mouthing, "Actually I am Freya. Nice to meet you, Donna," smiling as she waved back.

The Doctor then returned to mouthing words until the back and forth got too confusing for the Time Lords to actually understand what the hell Donna was saying.

Luckily, or unluckily, this was exactly when they were spotted by Miss Foster, who they'd all admittedly forgotten was in there. Together, the trio all mouthed, "Run!" to each other, in perfect synchronisation.

Springing into action, the Doctor whipped out his sonic screwdriver, making Freya smile.

"A sonic… screwdriver. Interesting choice."

He laughed, "Yeah I know. Sorry if that confused you down there, but I saved Donna from a Racnoss about a year ago. I can't believe she's actually here," he said, shaking his head in disbelief as they reached the top and jumped onto the roof, running towards and down the stairs.

Eventually, they ran into Donna who Freya watched happily hug the Doctor before turning to her and hugging her just as tightly, causing her to stumble back in shock, only staying upright as the Doctor grabbed her arm.

"I can't believe it's actually you!" Donna cried, looking over his suit and then asking sarcastically, "Don't you _ever_ change?!"

Freya coughed self-consciously, knowing Time Lords tended to stick to one outfit throughout their incarnation, as it was easier than the constant fussing over clothing. The cough brought Donna's attention to her. "And who're you then?"

It was said strongly but with a smile, which Freya returned, "I am Freya. The Time Lady. It is wonderful to meet you, Donna. Although the circumstances are not brilliant."

Donna laughed as they all ran up the stairs, each hand-in-hand. "God, you're a posh one, eh Bambi?"

The Doctor stifled a laugh at Freya's indignant look, as she stated slowly, "My name is Freya."

He intervened before things got more confusing for the Time Lady, "It's a nickname of fondness, Freya. Bambi is a cartoon deer."

In return, Freya blinked in confusion before shrugging it off and continuing the run. The Doctor turned to Donna who had an arched eyebrow and whispered, "She's never been to Earth before so most human customs or comments will go over her head, Donna."

The human nodded slowly in dawning understanding before they all stopped short on the roof. As the Doctor fiddled with his sonic, Freya watching and running a hand anxiously through her hair, Donna babbled about her attempts to find him.

"…and the bees are disappearing…"

The Doctor paused, turning to her with a frown, "Wait, what d'you mean the bees are disappearing?"

Donna pursed her lips in thought as Freya looked between the two noticing how well they acted as a duo, "Well, I don't know. It's what the internet says. Anyway Adipose Industries was on the same site, so I thought let's take a look!"

Freya stepped forward, with a small smile, "You're a very brave human."

Donna blushed at the praise, seeing sincerity in the woman's eyes and nodded in thanks mumbling, "Nah, just silly old me. Nothing brave about it."

The Doctor, noticing Donna awkwardly accepting the blunt compliment, decided to get them moving, and helped each of the women – both of whom were clearly reluctant – into the lift.

"Don't worry," he attempted to console them, "I've locked the controls with my sonic so I'm the only one who can control it. Not unless she's got a sonic screwdriver too, which is _highly_ unlikely."

Five minutes later, Freya sighed and looked upwards as she held on for dear life, hanging from a cord attached to the metal cage. She was shaking all over but still found the courage to quip, "Highly unlikely, huh?"

The Doctor helped Donna in through the window, Foster's fallen sonic screwdriver in his hand, before following her, shouting down, "Back in one second! Hold on!"

"I am!" She replied, angrily, flailing around.

As she hung, she admitted that, despite all the danger, she was really enjoying herself. The adrenaline rush was exciting and she loved every second of the adventure. Minus the boring hours in the cupboard.

She also realised, sadly, that she hadn't thought of Seran since they'd left the cupboard. Swallowing hard at the recollection, she allowed the Doctor to pull her in, and ran with him and Donna only to bump into Miss Foster and two armed guards.

She stayed silent, watching them all talk, watching them aim guns, and finally, escaping to return to the cupboard.

How could she have just forgotten about Seran? Of course she had been running for months after Seran's death, fighting and running from the Daleks, attempting to return to retrieve her sister's body for a proper burial. But that didn't mean she hadn't thought of her every second of the day and night.

Now, she had been travelling with the Doctor for one day, and barely a thought had been had for her sister. Freya sighed, rubbing her eyes, watching as the Doctor hugged Donna whom triumphantly held another of the strange golden necklaces as he wired up the alien console connected to the Adipose ship. Suddenly a loud horn sound vibrated through the building causing the trio to look up in wonder.

"What the hell was that?" Donna asked Freya. She had noticed how quiet the Time Lady had become and couldn't help but be reminded of her first meeting with the Doctor. He seemed more lively now, older, but more energetic and engaged in life, rather than aiming to simply destroy it as he had at Christmas. As Donna looked at Freya she saw the same haunted look in her eyes, the same loneliness that had emanated from the Doctor, last time. But, the human couldn't help but relate to the look of grief in her eye; it was the same look in Donna's eyes since her father had passed away.

The Time Lady snapped out of her daze and answered softly, "I believe it is the Adipose's nursery ship… and," she listened to the strange language emitting from the console with a frown, "_we're_ not the ones in trouble now."

The Doctor's eyes widened and suddenly he burst out of the room at a run, "_She_ is!"

Together the trio ran to the roof, panting with adrenaline, only to find Miss Foster – or Matron Cofelia as she was truly known - hanging in the air, surrounded by the floating Adipose children.

Donna began waving at the happy Adipose commenting in disbelief, "I'm waving at _fat_!" while the Doctor said how well the diet plan actually worked.

Rolling her eyes at the pair, Freya shouted to the blonde woman urgently, "Matron Cofelia, please listen to me!"

"Oh I don't think so," she smirked in reply. Freya growled in irritation, running a hand through her hair as she wondered how to save the woman. She didn't want more unnecessary death.

The Doctor muttered, "Why does no one ever listen?" before shouting to her, "Just come across to the roof! You can shift the levitation beam!"

"Why? So you can arrest me Doctor?"

"No, you fool! To save you!" Freya shouted angrily, causing Donna to stop and stare at how passionate she sounded. She knew the Doctor was too, but he seemed happy to joke a bit, while Freya seemed completely focused on the life-and-death balance, "the Adipose have sent down instructions – they have the children, they know this is illegal and now they're going to get rid of the accomplice," she gestured to the other woman.

Unfortunately, as the Matron began to reply, the beam dimmed to nothing and she fell. Donna cried out in horror, hiding into the Doctor's shoulder, while Freya watched the fall with clenched fists. She could have been saved. Now, she was just another wasted life.

As the Adipose ship began to depart, the three left the roof and the building, walking out. The Doctor chucked the Matron's sonic screwdriver in the bin, and nudged Freya. "Are you okay?"

The Time Lady looked at him grimly before softening her features in defeat, "Yeah," she nodded, "I just wish she'd listened to us."

The Doctor watched her. "You can't save everyone, you know."

"But you still did a bloody good effort at it, you should feel proud," Donna added with a reassuring smile at the woman.

Freya smiled softly at the pair. "Thank you."

Suddenly, the journalist from before hobbled over, still tied to a chair. Freya smirked as the woman threatened to "report you all for MADNESS!"

Donna watched and commented wisely, "See, some people just can't take it."

The Time Lords both nodded in agreement.

"But some people can!" Donna finished happily, grabbing the pair and linking their arms before all-but dragging them to the TARDIS, "Come on!"

As they reached the TARDIS and, coincidentally, Donna's car, Freya walked into the console, listening in amusement to the pair talk to each other. She glanced down at her pendant, grabbing hold of it and kissing it.

"I actually had fun today," she whispered to herself, smiling sadly. "I can do this."

"NO! A mate! I want a mate!" She heard the Doctor shout in exasperation. She headed back to the doorway, as Donna thoroughly insulted the Doctor's appearance, making her laugh softly.

Donna turned to Freya, "Do _you_ wanna mate with me, Bambi?" She joked.

Freya considered the question for long enough that the two watching her realised she didn't know it was a joke, before answering seriously, "You are a very beautiful woman Donna, but I am afraid I am not currently looking for a partner. Thank you for the offer."

Stunned, Donna simply nodded and shared an amused look with the Doctor who was grinning behind his hand, eyebrows raised.

Freya looked around, shocked by the sheer amount of bags there were, before beginning to help the Doctor bring them into the TARDIS after his hug was rejected with a shout of "car keys!" from the ginger human.

As they waited for Donna, the newest companion, the two began drifting off into their own worlds, a comfortable silence filling the TARDIS. As Freya sat next to the Doctor on the console's seat to think over her day, she remembered a name mentioned by Donna that had piqued her curiosity.

"So tell me, who is Rose?" she smirked, nudging his shoulder as they sat side-by-side on the console seat. His reaction was a paradox of emotion; a light lit up his eyes in happiness, while his shoulders sagged in sadness.

She frowned, wondering what had happened to someone the Doctor clearly held close to his hearts. As she learned more about him, she realised how truly lonely he had been. How devastatingly sad. He suffered silently, she could see it.

And, although she hadn't forgiven him, she would still try and help him. She frowned internally; this incarnation had become very emotional, and she knew her own grief was adding to it. She hoped, silently, that her unstable emotions wouldn't cause problems for her.

He smiled fondly at the name of his companion, "Rose was a companion of mine during my ninth regeneration and for a while this one," his hand gestured to his suit-clothed body, "she… she helped me through my grief. Brought me back to life," he sighed, looking down at his hands as they trembled slightly, "she was a wonderful, beautiful, brilliant human and I… she's lost now. Stuck in a parallel universe."

Freya gasped in surprise and held his hand. He smiled, it seemed she'd kept this human trait Martha had taught her. It was nice that she didn't seem to notice she did it.

Eventually, she broke the silence, thoughtfully, "I've never been in love, you know. I've loved, obviously; my family, especially Seran," she swallowed, looking down at her bare feet. She had thrown the shoes off as soon as they entered the TARDIS once more. "You are lucky to have experienced it."

She didn't ask him if he loved Rose because it was clear he truly did, and she didn't wish to bring more pain by forcing him to say it. But she did know, if Rose could never return to him, she would try to help him feel less lonely in this universe.

He silently nodded and the two lost Time Lords leaned against one another in comfort.

Softly, Freya spoke to the room in general, "We'll be okay."

The Doctor looked over, and grinned suddenly, standing up to go to the console. "Course we will," he answered before turning to the doors where Donna had just walked in, "Right then! Off we go! This is the TARDIS, it's bigger on the inside than it is on the outside-"

"Yeah, yeah, I know all that thanks," Donna cut him off, causing Freya to stifle a chuckle at the incredulous look on his face, "but frankly you could turn the heating up."

Steering the conversation away, the Doctor flicked random switches on the console, "So, whole wide Universe… where do you wanna go?"

Freya looked up, interested and excited at the thought of more adventures, but knowing she would need to sleep soon or she'd go into _another_ coma. She grinned at the Doctor who beamed back at her obvious excitement before turning to Donna who had a smile on her face too.

"Oh, I know exactly the place."

"Which is?" He asked eagerly.

Donna pointed her hand, "Two and a half miles that way."

The Doctor looked confused but complied, whizzing around the console as Donna headed over to try and stand as the TARDIS jumped, next to Freya.

"Where're we going then?" Freya asked, intrigued.

Donna's smile was gentle and her tone kind as she answered, "Well, my granddad's always believed in aliens. Never seen one, God bless him, but he does. I thought if we showed him this, it would make his day."

Freya smiled at Donna's words, but on the inside she couldn't help but feel jealous of the woman for her family. Her hearts tugged, but she sniffed and shoved the emotions down.

Linking arms with the human, she began attempting to walk to the door.

"Come on then, let's go wave to your grandfather."

The Doctor watched them with a smile. Maybe Donna Noble would save the both of them.


	5. Chapter 5

**Author's Note:** I feel like I'm rushing through these chapters without thought, but I just want to get all my ideas down so be warned – the chapters are always being re-edited! I am still writing my other OC story 'Graceful', I'm just making sure I think through the plotline carefully so I don't make mistakes! This story is a bit darker and less obvious romance than my other one but I wanted a more realistic character who doesn't idealise the Doctor – there will be arguments and disagreements throughout between Freya and the Doctor! (I know Freya might look like a horrible person here but remember – she's grieving the loss of Gallifrey and her family.)

Also, I'm thinking of making this an M rating, just in case… but I'm not sure yet. Still haven't decided! Anywho… thank you for follows/reviews/favourites or anything, I appreciate it – always helps to keep me focused! Until next time, mes amis!

**Chapter Five**

"Are you alright, Bambi?" A concerned voice floated over to Freya as she sat at the TARDIS' breakfast table, leaning her forehead on her hand, held up by her elbow. In front of her was a Gallifreyan breakfast drink, bitter and filled with vitamins and energy to revitalise you.

She hadn't slept last night, although the Doctor had wanted her to. After thanking him for her new room – which, she was happy to note, was minimalist and grey – she had sat on her bed and stared at her hands for hours until giving up, avoiding the console room and the Doctor's keen eye, and sitting in the kitchen. She didn't want to face him. Not about the nightmares.

Freya felt herself tense slightly. She knew, deep down, that she hadn't truly forgiven the Doctor. She was trying, especially after he'd opened up to her about Rose… but every time she looked at him she imagined Gallifrey's destruction. All of it, gone forever.

Part of her, the more intelligent side of her brain probably, reminded her that he had done it to save the universe. Time Lords had begun to become a little more ambiguous in their responses to moral decisions and she knew, at least, that the President had started to see himself as some sort of God.

But alongside that rationality was one little voice in her head that kept reminding her how human he had become.

She didn't doubt that the human race owed a lot to the Doctor; but that wasn't right. It wasn't his place to save them time and time again, especially at the cost of other species. Of course, it was a Level Five planet, and therefore invasion was illegal, but that was what the Shadow Proclamation was for. She had seen it his eyes, a recklessness that seemed to make him think he had the right to enforce the law himself.

She had played along with the Adipose incident, mainly because she had been more focused on her own thoughts of Seran. The days had blurred for her now. She didn't think the Doctor had realised how long she had been with Martha before he'd shown up… it had been a whole day and night before he arrived in the park. Martha had been firm in remaining by Freya's side, and Freya hadn't wanted to leave nature for more suburban areas. Having a perception filter had allowed the two to remain in the park after it closed, gazing at the stars, with Martha telling her everything she had experienced with the Doctor.

So Freya knew.

He was so very human. And humans could often be very flawed.

A long silence had lasted before she looked up, tearing herself from her ominous thoughts, smiling wearily at Donna Noble. "I am fine, thank you, Donna."

The temp looked unconvinced with an arched ginger eyebrow, but said nothing more on the subject.

"So how come you don't have a fancy title like the Doctor does?" She asked.

"Oh," Freya blushed, "I do… I just choose not to go by it. I am the Philosopher."

Donna smiled, "Pretty. Why don't you go by that? Not that Freya's not pretty…" She backtracked but Freya just laughed.

"It's ok Donna. Think of it like this; if you could choose between an ominous, formal title that's guaranteed to raise eyebrows and a normal insignificant name that lets you blend in… which would you choose?"

Donna nodded. "Good point, Philosopher," she joked with a wink. Looking down, she finally noticed what Freya was drinking; it seemed to be a cup of bright blue liquid.

"What the bloody hell is that?!" She cried, grabbing the mug and looking up in disgust at Freya's amused but tired smile.

"Try it," she gestured, "you might like it."

"I doubt that Bambi, it looks sodding _toxic_."

Nonetheless, Donna hesitantly brought the cup to her lips and sipped. After a brief wince at the bitter taste, she smiled slightly with a hum. "It's… okay I suppose. Kind of like coffee," she commented.

"Is that a human drink?" Freya asked, curiously. She couldn't deny how easy it was to talk to Donna; her blunt attitude made it quite simple to be honest with the woman who had somehow accepted easily that she was an alien who had never even been to Earth before a few days ago.

"Yeah," she chuckled, "it's nice but bitter. Like that," she pointed at the cup. "Anyways where is the Martian hiding away? He promised me an adventure!"

As if summoned, the Doctor sprang into the room whining, "Don-na! I'm not a Martian!"

"He's a Time Lord," Freya added, helpfully.

Ignoring them, Donna put her hands on her hips with a firm glare. Freya couldn't help but feel a little intimidated by the human, she certainly was threatening when she wanted to be.

"Spaceman! You promised me an adventure and what do I get?" She didn't wait for him to answer, "I get sent to bed!"

The Doctor looked to Freya quickly, "I thought we could all do with the rest."

He looked at her, properly looked at her, and saw her skin seemed sallow and paler than yesterday. She hadn't slept – but why didn't she come and find him? He frowned but didn't bring it up in front of Donna. He knew Freya had her own reasons.

Turning back to Donna he grinned. "Come on then! Donna Noble's great adventure awaits!"

* * *

><p>"OH. MY. GOD."<p>

"I know."

"It's so…"

"Roman?"

"We are in _Ancient_ ROME! Donna Noble. In Rome."

"Yes we are, Donna."

Donna who had linked arms with the Time Lady as soon as they left the TARDIS doors, spun them in a circle to face the Doctor.

"You could've waited," he pouted.

"Donna was excited," Freya replied.

She didn't bother adding that she, too, was excited; even if they were in the past in Donna's eyes, for Freya this was just another study of human culture.

The two turned to face Donna who looked rather overwhelmed but still excited, just as she stated, "God this is… so weird. I mean everyone here is dead."

Freya frowned. "I wouldn't go telling them that," she said with a small smile, still frowning though as she rubbed her temples. It was if her own mind was screaming at her, like this was… a frozen moment.

She shrugged it off and continued walking alongside the Doctor; Donna was attempting to speak in Latin to a confused store vendor.

"Sorry, me no speak Celtic," he attempted to communicate, causing the Time Lord's to grin.

"Is Celtic another Earth language?" Freya whispered to the Doctor who nodded, looking at her in amusement. Grinning the two stepped forward, before the Doctor frowned looking around in confusion.

"Would've thought we'd see the Coliseum or the Pantheon by now…" he muttered, gesturing to the stalls.

Freya tugged his suit sleeve, eyes wide. "Something's wrong."

"What is it?" He asked, concerned at her reaction.

Closing her eyes, she placed her hands on her head, "It's like… we're out of balance with everyone else here."

The two Time Lords stopped as Donna looked up at a lone mountain.

"I know," the Doctor muttered, "I can feel something niggling at me like it's a…"

"Fixed point." She finished in a whisper of shock. That was what the feeling was! Time Lords had it ingrained in them to spot fix points, so they could make sure to steer clear. It wasn't their place, after all. On that note she rushed to Donna, grabbing her arm, "Donna!"

But Donna cut her off in confusion, "Doctor, I'm no expert, but they've got the Seven Hills of Rome, right? How come they only got the one?" She pointed at the smoking mountain.

"Yeah," he answered absently, mind racing at the knowledge that this was a fixed point. He stopped short, staring up at the mountain, "wait a minute."

As he said this, the ground began shaking. The sound of pots and pans breaking filled the air, while all the people around them seemed almost casual about the obvious disturbance.

"Here we go again!" Freya turned to face the stall holder who was attempting to hold his things together, nonchalantly. She shook herself, how could they not tell something was wrong? Humans were very confusing, she decided, right then. But for now, she focused on the obvious problem. The mountain, she noted, had smoke rising from it, giving off a clearly dangerous vibe.

Donna had reached the same conclusion, "Hold on!" She almost shouted, "One mountain… with smoke... which makes this…"

"Pompeii!" The Doctor shouted in alarm.

But before they could speak further, Freya spoke quickly, "I do not know much about Earth history but I do know this is a fixed point. We need to leave. Now."

She began heading to the TARDIS before gasping in pain and falling to her knees. Her headache from the knowledge of the fixed points had increased dramatically and now, with no sleep and slightly ill, she could feel her body slowly shutting down.

"Freya!" Someone shouted.

"Doctor what's wrong with her?"

"It's a Time Lord thing, Donna-"

"But you're fine!"

"Yes but I was already fine. Freya on the other hand, hasn't slept since her regeneration." She could hear his tone lower in concern.

"Her _what_?"

"Come _on_!" Freya interrupted the babbling pair, grabbing the Doctor's proffered hand and heaving herself into a standing position, stumbling towards the TARDIS… Only to find it gone.

She looked around frantically, one hand still holding her head. She could feel her consciousness trying to force her to sleep, but she shook it off. She couldn't sleep when they were stuck in this place.

She turned to face the Doctor who had gained its location from a stall owner. "Come on!" He shouted, running past Donna and her.

She quickly took hold of one of the human's hands, shaking slightly but still pushing forward. She'd suffered a lot worse than a bit of tiredness.

Unfortunately, Donna had other ideas. As they looked around Donna suggested telling the humans about the volcano, which the Doctor firmly rebuffed.

"But you could save them. That's what you do. You save people. "

Freya stiffened as she answered Donna, "No we cannot."

She cast a glance at the Doctor who frowned but still agreed, "She's right, Donna this is a fixed point in history. What happens has to happen. There's no stopping it."

Happy that they were all on the same page, Freya continued on to the location the Doctor had said the TARDIS was at. She could hear Donna arguing with the Doctor but blocked it out. It was cold, she knew, but Freya was also aware it was the right thing to do. They didn't control time. A pang of sadness ached in her hearts at the thought of innocent deaths but she steeled herself against it.

Eventually she arrived at the correct location and rushed forward without knocking, watching the Doctor dive to save a large marble bust from hitting the floor. "Ah, there we go," he laughed out.

The man before them frowned and smiled at the same time. He was dressed in traditional robes, with greying hair and large bushy grey eyebrows. Altogether she thought he seemed rather formidable despite the stunned look he currently held at their abrupt arrival.

He collected himself with a quick glance at his confused wife behind him before greeting them with a weary smile, "Thank you sir. But I am afraid business is closed today," he attempted to usher them out as Freya caught a glimpse of the TARDIS' blue figure in the room, "I am expecting a visitor."

The Doctor stopped him, grinning. "Ah, that's me, see? I'm a visitor."

"Who are you?"

The Doctor stepped forward, jokingly stating. "I am… Spartacus."

Donna followed. "And so am I."

They all glanced to a confused Freya who didn't understand the joke at all. Shrugging she replied, "I am Freya."

Donna snorted.

The man smiled in return before gesturing to Donna and the Doctor, "Mr and Mrs Spartacus?"

The Doctor and Donna looked eager to protest this but Freya sighed, pushing in front of them. They didn't have time for this, "Yes, that's them." She glared over her shoulder, cowering the two into sullen agreement. "Now then…"

"I'm sorry," the man shook his head, "I'm not open for business."

"And that business would be…?" The Doctor queried, causing the man to proudly answer, "Marble! Lucius Caecilius. Mining, polishing, and design thereof. If you need marble, I'm your man."

Freya decided to hurry things along. Her head ached, pain grated against her temples and she felt ready to collapse.

She reached into the Doctor's pocket and fumbled about reaching for his psychic paper. The Doctor, not realising, widened his eyes and began blushing heavily. Until she reached out with the paper to which he cleared his throat. "Right, of course, that's good. Because," he took the paper, holding it up, "We're the marble inspectors!"

The man seemed to pale at the words, "Oh, by the gods of commerce. An inspection! I must confess, I'm not prepared…" Behind him his wife subtly grabbed her son's wine, pouring it into the pool before them causing him to shout, "Oi!"

As this happened, however, Freya swayed faintly. "D-doctor, I'm going to fall," she whispered and as he looked at her, he saw a faint sheen of sweat on her forehead. Grabbing her arm and almost carrying her over to the TARDIS with help from Donna, he called to Caecilius, "Not to worry. Although, I have to say that object looks rather like wood," he pointedly gazed at the TARDIS.

Suddenly, Freya's head lolled against his shoulder as she passed out. He lay her gently on the floor beside the TARDIS, reaching for the key.

As her mind faded into a deep healing sleep she could faintly hear voices calling her name.

* * *

><p>Freya awoke to the sound of cries. Donna.<p>

Sitting up, rubbing her clearer head, she looked around and noticed she was lying in her bedroom. How had she gotten there?

She ran to the console room only to find the human begging the Doctor to return and save the dying humans. Sympathetic but firm in her own mind, Freya watched on silently. She knew they couldn't save the humans.

But suddenly the Doctor seemed to forget this.

"Okay." He said, stoically, fumbling with the console. Her head snapped up, shocked.

As he glanced up at her silent form in the doorway, she saw an unreadable look on his face. Freya watched, in silence, to the events.

The Doctor took the family into the TARDIS who stood in awe.

He dropped them off, away from harm.

Her head pounded as time was reshaped around them.

He listened as Donna thanked him for saving the family. Soon the ginger woman left, patting Freya on the arm who nodded absently in return, only turning to shoot the Doctor a look, mouthing _"Talk to her, Spaceman!" _

The Doctor rolled his eyes at her attempted sly behaviour before nodding. He watched Freya silently wander, fiddling with a few buttons and levers on the console, seeming deep in thought.

He cleared his throat, wondering what was wrong with her. "Are you alright? We had to drop you off when you fell unconscious, because the soothsayers were all telling the truth. We told them you had fainted from breathing in the vapours, yourself. Long story. In the end it was Pyroviles and a lost planet and people were becoming stone... Unbelievable, really."

The Doctor rambled on until she looked up at him. He was undoubtedly shocked by what he found in her eyes.

Rage.

Pure, unadulterated rage. She was angry… with him? He flitted back over his memory of the day but found nothing to explain this sudden anger aimed at him. He actually winced at the coldness in her eyes making them appear like Cybermen iron.

As he was about to tentatively touch her arm in comfort, she pulled away abruptly, stating coldly, "Do not touch me."

His hearts beat slightly faster, "What's wrong?"

She simply glared at him incredulously, crossing her arms tightly. It was odd, seeing her so cold in such informal, cheerful clothing. He realised in that moment how much she was attempting to seem happier than she was.

But not now. Now, she didn't hold back in her hard stare.

"Do you have any idea how stupid you are? Saving them?" She pointed at the TARDIS doors that Caecilius' family had left through. "Simply because, what? 'They're human'?" She ranted, flipping levers sharply without looking at what she was touching. "It was such an infantile thing to do. You do not get to choose who lives or dies in fixed points. We watch over them, yes. Keep them in place, yes. We do not alter them."

The Doctor couldn't believe what he was hearing. Her words spurned disgust in his stomach.

"You're angry at me," he scoffed in disbelief, "for what, saving the lives of an innocent family?!"

That same pang of guilt and sadness she had felt earlier ran down her spine. She felt awful for actually being angry the humans were alive but she knew the rules, as did he. So she straightened her spine and argued back.

"It is not our place!" She shouted, angrily, waving her arms at him, "Do you not think I would have saved them myself if I could?! Of _course_, I would. But we do not get to make those kinds of decisions!" As she spoke she gripped her pendant tightly, her knuckles turning white with the force.

Raging, the Doctor growled before turning to walk around her, "You have no right to say that to me, you weren't even there-"

"No but I still know what you did-"

"So you would have let them die?! It was four people, not the whole of Pompeii-"

"DON'T." Silence filled the console room. Shaking hands pointed at him as she seethed, "Don't you dare. Can't you feel how wrong it was? I can and, as you pointed out, I wasn't even there." Pausing, she watched his glare falter for a second, knowing he could feel that same twinge; a wrong where there should be a right. "A life where there should have been a death. You have _changed_ the timelines." She thought aloud, trying to show him.

But his glare returned and he smiled coldly, sucking in his cheeks. "This is my TARDIS. I decide what happens. You don't even know me."

"I know enough." She may as well have shouted it considering how loudly the words echoed in the tense silence swirling around them.

"They didn't deserve to die." He turned from her, ignoring her slowly paling face as he attempted to leave the room, until a quiet, angry voice halted his tracks.

"Seran died. I could have returned and saved her. I think about it every day."

She walked up to him, placing a hand on his tense arm, almost pleading with him to understand. "But we are not Gods."

The Doctor was left standing in the doorway as she left for her room, her parting words echoing in his mind, reminded of another broken Time Lord's words not so long ago.

"_What did it feel like, though? Two almighty civilisations burning. Oh tell me, how did that feel?"_

"_Stop it."_

"_You must have been like God." _

At the same moment, in her bedroom, Freya sank to the floor, tears dripping down her cheeks. She shakily wiped them away.

"I'm a monster," she breathed out. She had seen the disgust glaring out of the Doctor's eyes. He was disgusted with her cold words.

And so he should be, she thought. She may look young and a bit vulnerable with her happy clothes and long hair… but she was still a clinical, detached war survivor. She made the tough decisions and they frustrated her, hurt her hearts, but she still made them.

The Doctor had been devastated by having to make that decision; it was clear as day in his expression. Unreadable or not, she knew that look… she wore it often.

Sniffing, she held her pendant, twisting it absently as she sat on the hard floor. A knock startled her and she turned from her position near the bed to find Donna standing awkwardly in her doorway.

"Come in," she mumbled, unsmiling given everything that had happened.

Having overheard the brutal conversation between the Time Lords, Donna had decided to comfort the lost woman. She reminded her more of the first Doctor she'd seen that day, above the Thames, drowning the Racnoss unapologetically.

The dark look in his eyes had brightened slightly, but Freya's was ever-present.

But now, she just looked like a grieving little girl; seemed the same age as her body.

Sighing, Donna sat beside the Time Lady, leaning against her in comfort.

"You heard what I said to him." It wasn't a question.

"I did."

There was no malice in her voice and the kindness was enough to break Freya into further sobs.

"I'm so sorry Donna, I know they are your race, I know how much you must hate me…"

"Now stop that, Bambi!" Donna ordered, kindly. "I really didn't want to but I… I understand. When you explained things, I can see what you're saying. Especially due to," she motioned to the pendant. Freya didn't know how Donna knew how important it had already become to the alien, but shrugged it off as another sign that Donna was a better person than given credit for.

"I've felt like I've lost myself too, before," Donna said quietly. "When Dad died, I was a complete mess. It wasn't a dramatic death, just a normal human death, but… every day I wish I could save him. But I can't. So I know how you feel."

Freya said nothing. She knew no words would help Donna or comfort her. But, she thought, holding her human friend's hand, Donna had helped her a bit.

They sat in silence for a while after that, both lost in thoughts of their loved ones.

"I should go and apologise," Freya muttered, sadly, wiping away the last of her tears.

Donna smiled ruefully, shaking her head, "Nah, I'd leave him to himself for a bit. He probably needs some time too, you know?"

Reluctantly, Freya agreed. All the while though, she vowed to herself.

She would try and be better. For herself, for Donna and for the Doctor.


End file.
